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EXHIBIT 4.19
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SUPPLEMENTAL INDENTURE
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DATED
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NORTHERN ILLINOIS GAS COMPANY
TO
XXXXXX TRUST AND SAVINGS BANK
TRUSTEE UNDER INDENTURE DATED AS OF
JANUARY 1, 1954 AND SUPPLEMENTAL
INDENTURES THERETO
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FIRST MORTGAGE BONDS
% SERIES DUE
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This instrument was prepared by Xxxxx X. Xxxxxxxxx, 0000 Xxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxx 00000-0000.
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THIS SUPPLEMENTAL INDENTURE, dated the day of , , between
NORTHERN ILLINOIS GAS COMPANY, a corporation organized and existing under
the laws of the State of Illinois (hereinafter called the "Company"), and
XXXXXX TRUST AND SAVINGS BANK, an Illinois Banking Corporation,
(hereinafter called the "Trustee"), as successor Trustee under an Indenture
dated as of January 1, 1954, as supplemented by Supplemental Indentures
dated, respectively, February 9, 1954, April 1, 1956, June 1, 1959, July 1,
1960, June 1, 1963, July 1, 1963, August 1, 1964, August 1, 1965, May 1,
1966, August 1, 1966, July 1, 1967, June 1, 1968, December 1, 1969, August
1, 1970, June 1, 1971, July 1, 1972, July 1, 1973, April 1, 1975, April 30,
1976, April 30, 1976, July 1, 1976, August 1, 1976, December 1, 1977,
January 15, 1979, December 1, 1981, March 1, 1983, October 1, 1984,
December 1, 1986, March 15, 1988, July 1, 1988, July 1, 1989, July 15,
1990, August 15, 1991, July 15, 1992, February 1, 1993, March 15, 1993, May
1, 1993, July 1, 1993, August 15, 1994, October 15, 1995, May 10, 1996,
August 1, 1996, June 1, 1997, October 15, 1997, February 15, 1998, and June
1, 1998 such Indenture dated as of January 1, 1954, as so supplemented,
being hereinafter called the "Indenture."
WITNESSETH:
WHEREAS, the Indenture provides for the issuance from time to time
thereunder, in series, of bonds of the Company for the purposes and subject to
the limitations therein specified; and
WHEREAS, the Company desires, by this Supplemental Indenture, to create an
additional series of bonds to be issuable under the Indenture, such bonds to be
designated "First Mortgage Bonds, % Series due " (hereinafter
called the "bonds of this Series"), and the terms and provisions to be contained
in the bonds of this Series or to be otherwise applicable thereto to be as set
forth in this Supplemental Indenture; and
WHEREAS, the forms, respectively, of the bonds of this Series, and
Trustee's certificate to be endorsed on all bonds of this Series, are to be
substantially as follows:
(FORM OF FACE OF BOND)
NO. RU _____ $________
NORTHERN ILLINOIS GAS COMPANY
FIRST MORTGAGE BOND, % SERIES DUE
NORTHERN ILLINOIS GAS COMPANY, an Illinois corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to
or registered assigns, the sum of
Dollars, on the day of , and to pay to the
registered owner hereof interest on said sum from the date hereof until said sum
shall be paid, at the rate of per centum ( %) per annum,
payable semiannually on the day of and the day of
in each year. Both the principal of and the interest on this bond
shall be payable at the office or agency of the Company in the City of Chicago,
State of Illinois, or, at the option of the registered owner, at the office or
agency of the Company in the Borough of Manhattan, The City and State of New
York, in any coin or currency of the United States of America which at the time
of payment is legal tender for the payment of public and private debts. Any
installment of interest on the bonds may, at the Company's option, be paid by
mailing checks for such interest payable to or upon the written order of the
person entitled thereto to the address of such person as it appears on the
registration books.
So long as there is no existing default in the payment of interest on this
bond, the interest so payable on any interest payment date will be paid to the
person in whose name this bond is registered on the or the
(whether or not a business day), as the case may be, next preceding such
interest payment date. If and to the extent that the Company shall default in
the payment of interest due on such interest payment date, such defaulted
interest shall be paid to the person in whose name this bond is registered on
the record date fixed, in advance, by the Company for the payment of such
defaulted interest.
Additional provisions of this bond are set forth on the reverse hereof.
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This bond shall not be entitled to any security or benefit under the
Indenture or be valid or become obligatory for any purpose unless and until it
shall have been authenticated by the execution by the Trustee, or its successor
in trust under the Indenture, of the certificate endorsed hereon.
IN WITNESS WHEREOF, Northern Illinois Gas Company has caused this bond to
be executed in its name by its Chairman, President, or a Vice President,
manually or by facsimile signature, and has caused its corporate seal to be
impressed hereon or a facsimile thereof to be imprinted hereon and to be
attested by its Secretary or its Assistant Secretary, manually or by facsimile
signature.
Dated
NORTHERN ILLINOIS GAS COMPANY
By
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President
ATTEST:
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Secretary
(FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This bond is one of the bonds of the series designated therein, referred to
and described in the within-mentioned Supplemental Indenture dated
XXXXXX TRUST AND SAVINGS,
TRUSTEE
By
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Authorized Officer
(FORM OF REVERSE SIDE OF BOND)
This bond is one, of the series hereinafter specified, of the bonds issued
and to be issued in series from time to time under and in accordance with and
secured by an Indenture dated as of January 1, 1954, to Xxxxxx Trust and Savings
Bank, as Trustee, as supplemented by certain indentures supplemental thereto,
executed and delivered to the Trustee; and this bond is one of a series of such
bonds, designated "Northern Illinois Gas Company First Mortgage Bonds, %
Series due " (herein called "bonds of this Series"), the issuance of
which is provided for by a Supplemental Indenture dated (hereinafter
called the "Supplemental Indenture"), executed and delivered by the Company to
the Trustee. The term "Indenture", as hereinafter used, means said Indenture
dated as of January 1, 1954, and all indentures supplemental thereto from time
to time in effect. Reference is made to the Indenture for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders and registered owners of said bonds, of the Company and of
the Trustee in respect of the security, and the terms and conditions governing
the issuance and security of said bonds.
With the consent of the Company and to the extent permitted by and as
provided in the Indenture, modifications or alterations of the Indenture or of
any supplemental indenture and of the rights and obligations of the Company and
of the holders and registered owners of the bonds may be made, and compliance
with any provision of the Indenture or of any supplemental indenture may be
waived, by the affirmative vote of the holders and registered owners of not less
than sixty-six and two-thirds per centum (66 2/3%) in principal amount of the
bonds then outstanding under the Indenture, and by the affirmative vote of the
holders and
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registered owners of not less than sixty-six and two-thirds per centum (66 2/3%)
in principal amount of the bonds of any series then outstanding under the
Indenture and affected by such modification or alteration, in case one or more
but less than all of the series of bonds then outstanding under the Indenture
are so affected, but in any case excluding bonds disqualified from voting by
reason of the Company's interest therein as provided in the Indenture; subject,
however, to the condition, among other conditions stated in the Indenture, that
no such modification or alteration shall be made which, among other things, will
permit the extension of the time or times of payment of the principal of or the
interest or the premium, if any, on this bond, or the reduction in the principal
amount hereof or in the rate of interest or the amount of any premium hereon, or
any other modification in the terms of payment of such principal, interest or
premium, which terms of payment are unconditional, or, otherwise than as
permitted by the Indenture, the creation of any lien ranking prior to or on a
parity with the lien of the Indenture with respect to any of the mortgaged
property, all as more fully provided in the Indenture.
(Alternative Redemption Provisions)
[The bonds of this Series may not be called for redemption by the Company
prior to . On and thereafter until
maturity on , upon the notice hereinafter stated and in the
manner and with the effect provided in the Indenture, the bonds of this Series
are redeemable at the option of the Company, as a whole at any time or in part
from time to time prior to the maturity thereof, at the applicable redemption
price (expressed as a percentage of principal amount) set forth below under
"General Redemption Prices," plus accrued and unpaid interest to the redemption
date:
General Redemption Prices
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If Redeemed During Twelve Months'
Period Beginning :
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(The years and the percentages of principal amount set forth under "General
Redemption Prices" in Section 4 of Article I of this Supplemental Indenture
are to be inserted here.)]
[The bonds of this Series may not be called for redemption by the Company
prior to . On and thereafter until
maturity on , the bonds of this Series, upon the notice
hereinafter stated and in the manner and with the effect provided in the
Indenture, will be redeemable at the option of the Company, as a whole at any
time or in part from time to time, at 100% of the principal amount thereof, plus
accrued and unpaid interest to the redemption date.]
Notice of each redemption shall be mailed to all registered owners not less
than thirty nor more than forty-five days before the redemption date.
In case of certain completed defaults specified in the Indenture, the
principal of this bond may be declared or may become due and payable in the
manner and with the effect provided in the Indenture.
No recourse shall be had for the payment of the principal of or the
interest or the premium, if any, on this bond, or for any claim based hereon, or
otherwise in respect hereof or of the Indenture, to or against any incorporator,
stockholder, officer or director, past, present or future, of the Company or of
any predecessor or successor corporation, either directly or through the Company
or such predecessor or successor corporation, under any constitution or statute
or rule of law, or by the enforcement of any assessment or penalty, or
otherwise, all such liability of incorporators, stockholders, directors and
officers being waived and released by the registered owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Indenture, all as more fully provided therein.
This bond is transferable by the registered owner hereof, in person or by
duly authorized attorney, at the office or agency of the Company in the City of
Chicago, State of Illinois, or, at the option of the registered owner, at the
office or agency of the Company in the Borough of Manhattan, The City and State
of New York, upon surrender and cancellation of this bond; and thereupon a new
registered bond or bonds without coupons of the same aggregate principal amount
and series will, upon the payment of any transfer tax or taxes payable,
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be issued to the transferee in exchange herefor. The Company shall not be
required to exchange or transfer this bond if this bond or a portion hereof has
been selected for redemption.
(END OF BOND FORM)
and
WHEREAS, all acts and things necessary to make this Supplemental Indenture,
when duly executed and delivered, a valid, binding and legal instrument in
accordance with its terms and for the purposes herein expressed, have been done
and performed, and the execution and delivery of this Supplemental Indenture
have in all respects been duly authorized;
NOW, THEREFORE, in consideration of the premises and of the sum of one
dollar paid by the Trustee to the Company, and for other good and valuable
considerations, the receipt of which is hereby acknowledged, for the purpose of
securing the due and punctual payment of the principal of and the interest and
premium, if any, on all bonds which shall be issued under the Indenture, and for
the purpose of securing the faithful performance and observance of all the
covenants and conditions set forth in the Indenture and in all indentures
supplemental thereto, the Company by these presents does grant, bargain, sell,
transfer, assign, pledge, mortgage, warrant and convey unto Xxxxxx Trust and
Savings Bank, as Trustee, and its successor or successors in the trust hereby
created, all property, real and personal (other than property expressly excepted
from the lien and operation of the Indenture), which, at the actual date of
execution and delivery of this Supplemental Indenture, is solely used or held
for use in the operation by the Company of its gas utility system and in the
conduct of its gas utility business and all property, real and personal, used or
useful in the gas utility business (other than property expressly excepted from
the lien and operation of the Indenture) acquired by the Company after the
actual date of execution and delivery of this Supplemental Indenture or (subject
to the provisions of Section 16.03 of the Indenture) by any successor
corporation after such execution and delivery, and it is further agreed by and
between the Company and the Trustee as follows:
ARTICLE I
BONDS OF THIS SERIES
SECTION 1. The bonds of this Series shall, as hereinbefore recited, be
designated as the Company's "First Mortgage Bonds, % Series due
." The bonds of this Series which may be issued and outstanding
shall not exceed $ ,000,000 in aggregate principal amount, exclusive of bonds
of such series authenticated and delivered pursuant to the provisions of Section
4.12 of the Indenture.
SECTION 2. The bonds of this Series shall be registered bonds without
coupons, and the form of such bonds, and of the Trustee's certificate of
authentication to be endorsed on all bonds of this Series, shall be
substantially as hereinbefore recited, respectively.
SECTION 3. The bonds of this Series shall be issued in the denomination of
$1,000 each and in such multiple or multiples thereof as shall be determined and
authorized by the Board of Directors of the Company or by any officer or
officers of the Company authorized by the Board of Directors to make such
determination, the authorization of the denomination of any bond to be
conclusively evidenced by the execution thereof on behalf of the Company. The
bonds of this Series shall be numbered, RU-1 and consecutively upwards, or in
such other appropriate manner as shall be determined and authorized by the Board
of Directors of the Company.
All bonds of this Series shall be dated , except that each bond
issued on or after the first payment of interest thereon shall be dated as of
the date of the interest payment date thereof to which interest shall have been
paid on the bonds of such series next preceding the date of issue, unless issued
on an interest payment date to which interest shall have been so paid, in which
event such bonds shall be dated as of the date of issue; provided, however, that
bonds issued on or after and before the next succeeding
or on or after and before the next succeeding shall be
dated the next succeeding interest payment date if interest shall have been paid
to such date. All bonds of this Series shall mature , and shall bear
interest at the rate of % per annum until the principal thereof shall
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be paid. Such interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months and shall be payable semiannually on the
day of and the day of in each year. So long as there
is no existing default in the payment of interest on the bonds of this Series,
such interest shall be payable to the person in whose name each such bond is
registered on the or the (whether or not a business day), as the
case may be, next preceding the respective interest payment dates; provided,
however, if and to the extent that the Company shall default in the payment of
interest due on such interest payment date, such defaulted interest shall be
paid to the person in whose name each such bond is registered on the record date
fixed, in advance, by the Company for the payment of such defaulted interest.
The principal of and interest and premium, if any, on the bonds of this
Series shall be payable in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts, and shall be payable at the office or agency of the Company in
the City of Chicago, State of Illinois, or, at the option of the registered
owner, at the office or agency of the Company in the Borough of Manhattan, The
City and State of New York. Any installment of interest on the bonds may, at the
Company's option, be paid by mailing checks for such interest payable to or upon
the written order of the person entitled thereto to the address of such person
as it appears on the registration books. The bonds of this Series shall be
registrable, transferable and exchangeable in the manner provided in Sections
4.08 and 4.09 of the Indenture, at either of such offices or agencies.
(Alternative Redemption Provisions)
[SECTION 4. The bonds of this Series may not be called for redemption by
the Company prior to . On and thereafter until maturity
on , upon the mailing of notice and in the manner provided
in Section 7.01 of the Indenture (except that no published notice shall be
required for bonds of this Series), and with the effect provided in Section 7.02
thereof, the bonds of this Series shall be redeemable at the option of the
Company, as a whole at any time or in part from time to time prior to the
maturity thereof, at the applicable redemption price (expressed as a percentage
of principal amount) set forth below under "General Redemption Prices," plus
accrued and unpaid interest to the redemption date:
General Redemption Prices
----------------------------------------------------
If Redeemed During Twelve Months'
Period Beginning :
----------------------------------------------------
YEAR PERCENTAGE YEAR PERCENTAGE
---- ---------- ---- ----------
% %]
[SECTION 4. The bonds of this Series may not be called for redemption by
the Company prior to . On and thereafter
until maturity on , the bonds of this Series, upon the
mailing of notice and in the manner provided in Section 7.01 of the Indenture
(except that no published notice shall be required for the bonds of this
Series), and with the effect provided in Section 7.02 thereof, will be
redeemable at the option of the Company, as a whole at any time or in part from
time to time, at 100% of the principal amount thereof, plus accrued and unpaid
interest to the redemption date.]
SECTION 5. No sinking fund is to be provided for the bonds of this Series.
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ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 1. This Supplemental Indenture is executed by the Company and the
Trustee pursuant to provisions of Section 4.02 of the Indenture and the terms
and conditions hereof shall be deemed to be a part of the terms and conditions
of the Indenture for any and all purposes. The Indenture, as heretofore
supplemented and as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed.
SECTION 2. This Supplemental Indenture shall bind and, subject to the
provisions of Article XVI of the Indenture, inure to the benefit of the
respective successors and assigns of the parties hereto.
SECTION 3. Although this Supplemental Indenture is dated
, it shall be effective only from and after the actual time
of its execution and delivery by the Company and the Trustee on the date
indicated by their respective acknowledgments hereto annexed.
SECTION 4. This Supplemental Indenture may be simultaneously executed in
any number of counterparts, and all such counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, Northern Illinois Gas Company has caused this
Supplemental Indenture to be executed in its name by its President, a Vice
President, or Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or its Assistant Secretary, and Xxxxxx Trust and
Savings Bank, as Trustee under the Indenture, has caused this Supplemental
Indenture to be executed in its name by one of its Vice Presidents, and its seal
to be hereunto affixed and attested by one of its Assistant Secretaries, all as
of the day and year first above written.
NORTHERN ILLINOIS GAS COMPANY
BY
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Vice President and Treasurer
ATTEST:
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Assistant Secretary
XXXXXX TRUST AND SAVINGS BANK,
as Trustee
By
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Vice President
ATTEST:
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Assistant Secretary
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STATE OF ILLINOIS H SS:
COUNTY OF
I, , a Notary Public in in the State aforesaid, DO HEREBY
CERTIFY that , Vice President and Treasurer of Northern Illinois
Gas Company, an Illinois corporation, one of the parties described in and which
executed the foregoing instrument, and , Assistant Secretary of
said corporation, who are both personally known to me to be the same persons
whose names are subscribed to the foregoing instrument as such Vice President
and Treasurer and Assistant Secretary, respectively, and who are both personally
known to me to be Vice President and Treasurer and the Assistant Secretary,
respectively, of said corporation, appeared before me this day in person and
severally acknowledged that they signed, sealed, executed and delivered said
instrument as their free and voluntary act as such Vice President an Treasurer
and Assistant Secretary, respectively, of said corporation, and as the free and
voluntary act of said corporation, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of A.D.
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Notary Public
My Commission expires
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STATE OF ILLINOIS H SS:
COUNTY OF
I, , a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that , Vice President of Xxxxxx
Trust and Savings Bank, an Illinois banking corporation, one of the parties
described in and which executed the foregoing instrument, and ,
an Assistant Secretary of said banking association, who are both personally
known to me to be the same persons whose names are subscribed to the foregoing
instrument as such Vice President and Assistant Secretary, respectively, and who
are both personally known to me to be a Vice President and an Assistant
Secretary, respectively, of said banking association, appeared before me this
day in person and severally acknowledged that they signed, sealed, executed and
delivered said instrument as their free and voluntary act as such Vice President
and Assistant Secretary, respectively, of said banking association, and as the
free and voluntary act of said banking association, for the uses and purposes
therein set forth.
GIVEN under my hand and notarial seal this day of A.D.
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Notary Public
My Commission expires
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RECORDING DATA
This Supplemental Indenture was recorded on , , in the
office of the Recorder of Deeds in certain counties in the State of Illinois, as
follows:
COUNTY BOOK PAGE DOCUMENT NO.
------ ---- ---- ------------
Xxxxx..........
Xxxxx..........
Bureau.........
Xxxxxxx........
Champaign......
Xxxx...........
DeKalb.........
XxXxxx.........
DuPage.........
Ford...........
Grundy.........
Xxxxxxx........
Xxxxxxxxx......
Xxxxx..........
Iroquois.......
Xx Xxxxxxx.....
Xxxx...........
Kankakee.......
Xxxxxxx........
Lake...........
La Salle.......
Xxx............
Xxxxxxxxxx.....
XxXxxxx........
XxXxxx.........
Xxxxxx.........
Xxxx...........
Xxxxx..........
Pike...........
Rock Island....
Xxxxxxxxxx.....
Tazewell.......
Vermillon......
Whiteside......
Will...........
Winnebago......
Woodford.......
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